EXHIBIT 4.10

                SEVENTH AMENDMENT TO TERM LOAN AGREEMENT

    This Amendment is made as of this 15th day of March, 1996, by
and between  INTER-REGIONAL FINANCIAL  GROUP,  INC.,  a  Delaware
corporation (the "Borrower") and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, a national banking association (the "Bank").

    The Borrower  and the  Bank have  entered into  a  Term  Loan
Agreement dated  as of  October 16,  1992, as  amended by a First
Amendment to  Term Loan  Agreement dated  as of March 12, 1993, a
Second Amendment  to Term  Loan Agreement  dated as  of June  23,
1993, a  Third Amendment  to Term  Loan  Agreement  dated  as  of
November 30, 1993,  a Fourth  Amendment to  Term  Loan  Agreement
dated as  of June 27,  1994,  a  Fifth  Amendment  to  Term  Loan
Agreement dated  as of  September 30, 1994, and a Sixth Amendment
to Term Loan Agreement dated as of June 29, 1995 (as amended, the
"Loan Agreement"),  pursuant to which the Bank made the Term Loan
to the  Borrower subject to the terms and conditions set forth in
the Loan Agreement.

    The Term Loan made by the Bank to the Borrower under the Loan
Agreement is  evidenced by  the Term  Note of  the Borrower dated
October 16,  1992, payable  to the  order  of  the  Bank  in  the
original principal of $2,000,000 (the "Term Note").

    The Borrower  has  requested  that  the  Bank  amend  certain
provisions of the Loan Agreement and the Bank is willing to do so
pursuant to the terms and conditions set forth in this Agreement.

    ACCORDINGLY, the parties hereto agree as follows:

    1.  All capitalized  terms used  in  this  Amendment,  unless
specifically defined  herein, shall  have the  meanings given  to
such terms in the Loan Agreement.

    2.  Section 6.03(c) of  the Loan  Agreement is hereby amended
by deleting  existing Section 6.03(c)  in  its  entirety  and  by
substituting therefor the following new Section 6.03(c):

      "(c)  in addition to any guaranties set forth in Exhibit D,
     guaranties  by   the  Borrower  of  indebtedness  (including
     capitalized lease  obligations) and  operating leases of the
     Subsidiaries  (other   than  the   guaranties  permitted  by
     Sections 6.03(d) and  6.03(e)); provided that the sum of the
     aggregate principal  amount of  indebtedness guaranteed plus
     the aggregate  amount of all payments under operating leases
     guaranteed under this clause shall not exceed $6,000,000;"

    3.  The Borrower  hereby represents  and warrants to the Bank
that:

          (a) The Borrower has all requisite power and authority,
     corporate or  otherwise, to conduct its business, to own its
     properties and  to execute  and deliver  this Amendment  and
     perform all  of its obligations under the Loan Agreement, as
     amended by this Amendment, and under the Term Note.

          (b) The execution,  delivery  and  performance  by  the
     Borrower of  its obligations  under the  Loan Agreement,  as
     amended by this Amendment, and under the Term Note have been
     duly authorized  by all  necessary corporate  action on  the
     part of the Borrower and do not and will not (1) require any
     consent or  approval of the stockholders of the Borrower, or
     any authorization,  consent or  approval by any governmental
     department,   commission,    board,   bureau,    agency   or
     instrumentality,  domestic   or  foreign,   (2) violate  any
     provision of any law, rule or regulation (including, without
     limitation, Regulation  X of  the Board  of Governors of the
     Federal Reserve System) or of any order, writ, injunction or
     decree presently  in  effect  having  applicability  to  the
     Borrower or of the Certificate of Incorporation or Bylaws of
     the Borrower,  (3) result in  a breach  of or  constitute  a
     default under  any indenture  or loan or credit agreement or
     any other  agreement,  lease  or  instrument  to  which  the
     Borrower is  a  party  or  by  which  the  Borrower  or  its
     properties may  be bound  or affected,  or (4) result in, or
     require, the creation or imposition of any mortgage, deed of
     trust, pledge,  lien, security  interest or  other charge or
     encumbrance of any nature upon or with respect to any of the
     properties now owned or hereafter acquired by the Borrower.

          (c) The Loan  Agreement, as  amended by this Amendment,
     and the  Term Note  constitute the  legal, valid and binding
     obligations of the Borrower enforceable against the Borrower
     in accordance with their respective terms.

          (d) All of the representations and warranties contained
     in Article IV of the Loan Agreement are correct on and as of
     the  date   hereof,  except   to  the   extent   that   such
     representations and  warranties relate  solely to an earlier
     date.

    4.  On  the   date  this  Amendment  becomes  effective,  all
references in  the Loan  Agreement to  "this Agreement"  and  all
references in the Term Note to the "Term Loan Agreement" shall be
deemed to  refer  to  the  Loan  Agreement  as  amended  by  this
Amendment.

    5.  Except as  explicitly amended  by this  Amendment, all of
the original  terms and  conditions of the Loan Agreement and the
Term Note shall remain in full force and effect.

    6.  The Borrower hereby agrees to pay all reasonable fees and
disbursements of  counsel to  the Bank for the services performed
by such  counsel in  connection  with  the  preparation  of  this
Amendment and any documents or instruments incidental thereto.

    7.  This  Amendment   may  be   executed  in  any  number  of
counterparts, each of which shall be deemed to be an original and
all such  counterparts, taken  together, shall constitute but one
and the same instrument.

    IN WITNESS  WHEREOF, the  parties  hereto  have  caused  this
Amendment to  be duly executed as of the day and year first above
written.


INTER-REGIONAL FINANCIAL GROUP, INC.

By   Louis C. Fornetti
     ----------------------------
     Louis C. Fornetti

Its  EVP and CFO

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

By   Edward Meyer, Jr.
     -----------------------------
     Edward Meyer, Jr.

Its  Vice President